DIRECTORS’ REPORT

Dear Shareholders,

The Directors take pleasure in presenting Sixtieth (60^th) Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL RESULTS

2. DIVIDEND

Your Directors had declared an interim dividend of ' 0.23/- per equity share having face value of ' 1/- each
(i.e., 23%) for the Financial Year 2022-23, which was paid to the shareholders holding equity shares of
the Company as on June 9, 2023 (“Record Date”). The total dividend payout amounts to ' 389.80 Lakhs.
The Directors have not recommended any Final Dividend for the Financial Year 2022-23.

3. STATE OF THE COMPANY’S AFFAIRS

The Company’s gross sales and other income for the year under review was ' 15,318.66 Lakhs as against
' 1,34,538.41 Lakhs for the previous year on consolidated basis.

The profit before tax was ' 6,599.21 Lakhs and the profit after tax was ' 4,793.72 Lakhs for the year under review as
against ' 1,27,199 Lakhs and ' 1,05,671.55 Lakhs respectively, for the previous year on consolidated basis.

The previous Financial Year’s revenue and profit numbers includes realization and gains from sale of 21,34,02,479
equity shares held by the Company in PNB MetLife India Insurance Company Limited, and as such current year’s
revenue and profit numbers are not comparable.

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 and its subsidiaries and associates.
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 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, 2023.

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.

10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURES AND HOLDING COMPANY

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 (with effect from April 9, 2022)

c) Dabri Properties and Trading Company Limited, Associate Company.

There were no joint venture Companies during the year under review.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the
year under review, is appended as “Annexure I”.

12. CORPORATE GOVERNANCE

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

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

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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”.

14. CORPORATE SOCIAL RESPONSIBILITY

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 spent the amounts 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 amounts spent, is appended as “Annexure IV”.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations 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 behaviour 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.

16. DETAILS OF BOARD MEETINGS

During the year under review, four (4) 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.

17. BOARD COMMITTEES

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
members at each meeting is provided in Clause No. 3 of the Corporate Governance Report, which forms part
of this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

18.1 Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Surbhit Dabriwala (DIN: 00083077), 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. Surbhit Dabriwala, 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 a term of five 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.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, have
considered and approved the appointment of Mrs. Shruti Bahety (DIN: 05238795) as Additional Director
(Non-Executive and Independent) of the Company with effect from August 9, 2023 for a period of five years
pursuant to Sections 149, 152 and 161 of the Companies Act, 2013, subject to the approval of the Members
of the Company at the ensuing AGM of the Company.

Brief resume and other particulars of Mrs. Shruti Bahety, as stipulated under Regulation 36(3) of the Listing
Regulations and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company
Secretaries of India, are given in the Notice of AGM, which forms part of this Annual Report.

The Members of the Company, through Postal Ballot Notice dated February 7, 2023, have approved the
re-appointment of Mr. Deepak Kumar (DIN: 07512769) as Chairman and Managing Director of the Company
for a period of three years, commencing from November 12, 2022 till November 11,2025, as recommended
and approved by the Nomination and Remuneration Committee (NRC) and Board of Directors of the
Company at their respective Meetings held on October 18, 2022.

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.

18.2 Key Managerial Personnel:

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, during the year under review:

- Mr. Deepak Kumar, Chairman and Managing Director;

- Mr. Sambhaw Kumar Jain, Chief Financial Officer (upto close of business hours of June 30, 2022);

- Mr. Deepak Kumar Ajmera, Chief Financial Officer (with effect from July 1, 2022);

- Ms. Binal Khosla, Company Secretary & Compliance Officer (upto close of business hours of
October 19, 2022);

- Mr. Rushabh Ajmera, Company Secretary & Compliance Officer (with effect from February 7, 2023).

The Board places on record its appreciation for Mr. Sambhaw Kumar Jain and Ms. Binal Khosla for their
valuable contribution during their tenure as Chief Financial Officer and Company Secretary & Compliance
Officer of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT

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.

20. BOARD EVALUATION

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.

21. ANNUAL RETURN

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 Financial Year ended on March 31,2023 is uploaded on the website of the Company at www.elpro.co.in

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013, are given in Note No. 8 & 17 of the Notes to the Standalone Financial Statements, which forms part
of this Annual Report.

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

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”.

24. AUDITORS AND AUDIT REPORTS

24.1 Statutory Auditors:

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 (56^th) 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 56^th AGM held in the Financial Year 2019-20 till the conclusion of the Sixty-First (61^st) 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 2022-23.

24.2 Internal Auditors:

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 Auditor monitors and evaluates 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.

24.3 Secretarial Auditors and Secretarial Audit Report:

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 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is appended as “Annexure VI”.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors’ in their Audit
Report for the Financial Year 2022-23.

25. RISK MANAGEMENT

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.

26. INTERNAL FINANCIAL CONTROL

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.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

28. COST RECORDS

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

29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONGWITH THE REASONS THEREOF

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

32. 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

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.

33. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company
by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

34. PARTICULARS OF EMPLOYEES:

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”.

35. CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

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.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF 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

38. ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Director
Elpro International Limited

Deepak Kumar

Chairman and Managing Director

Mumbai, August 9, 2023 DIN: 07512769